5099 AIRASIA AnnualReport 2020-12-31 AAGBCorporateGovernanceReport2020 682034220

Sur e.
CORPORATE GOVERNANCE REPORT
STOCK CODE : 5099

COMPANY NAME : AIRASIA GROUP BERHAD
FINANCIAL YEAR : December 31, 2020
OUTLINE:
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT

TO CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)
of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.
Application : Applied
Explanation on : The board of directors (“the Board” or “Directors”) of AirAsia Group

application of the Berhad (“AAGB” or “the Company”) is responsible for the oversight of
practice the overall management of the Company and retains full and effective
control over the affairs of the Company. The duties, powers and
functions of the Board are governed by the Constitution of the
Company, the Companies Act 2016, Capital Markets and Services Act
2007, Malaysian Code on Corporate Governance 2017 (“MCCG”), Main
Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities
Berhad (“Bursa Malaysia”) and other regulatory guidelines and
requirements.
The Board is guided by the Board Charter in discharging its duties and
responsibilities effectively, whilst certain functions have been
delegated to the Chief Executive Officer of the Company (“CEO”), senior
management and the committees, namely the Audit Committee (“AC”),
Nomination and Remuneration Committee (“NRC”), Risk Management
Committee (“RMC”), and Group Safety Review Board (“SRB”)
(collectively, referred to as “Committees”). The delegation of authority
to the Committees, the CEO, Executive Directors and senior
management are set out in the Board Charter and in the terms of
reference (“TOR”) of the respective Committees, as well as the
governance structure set out in the Corporate Governance Overview
Statement on page 140 of the Annual Report 2020. The Board Charter
and TORs are available on the Company’s website at
https://ir.airasia.com/home_ir.html.
(a) Promote good corporate governance (“CG”) culture
The Board together with the CEO and senior management are
committed in promoting good CG culture within AAGB’s group of
companies (“the Group”), by reinforcing ethical, prudent, and
professional behaviour and has also devoted considerable effort to
identify and formalise best practices. The Board believes that sound and
effective CG practices are fundamental to ensuring smooth and
transparent operations of a company to attract investment, sustain
long-term shareholder value while safeguarding the interests of
stakeholders.
The Board in discharging its duties and responsibilities is governed by

the Board Charter and Limits Of Authority (“LOA”), which clearly sets
out the relevant matters and applicable limits, including those reserved
for the Board’s approval, and those which the Board may delegate to
the Committees, the CEO and senior management. Some matters
reserved for the Board’s approval include the Group’s strategic plans,
major capital expenditure, and approval of new business activities and
ventures of the Company, corporate governance issues, dividend policy
and external financial reporting.
(b) Guide the strategic business directions of the Group and oversee
the conduct of the Group’s businesses and investments
The CEO is responsible, amongst other things, to steer and direct the
business direction of the Group; to develop, implement and monitor
strategies for the Group, and in view of current age of digital
transformation, to explore new business opportunities within digital,
aviation, digital-related or aviation-related industries.
The Board however, also plays an active role in the development of the
Company’s strategy, and monitors the performance and
implementation through its Board meetings. The Board meets at least
five (5) times a year, with additional meetings convened as required. The
Board reviews and/or approves amongst others, quarterly financial
results and operating performance of the Group against the annual
budget and business plan for that year; strategic investments; and the
Group’s risk profile.
The Board also reviews, challenges and decides on management’s

proposals for the Group, and monitors its implementation by
management, to ensure that the strategic plan of the Group supports
long-term value creation, which includes strategies on economic,
environmental and social considerations underpinning sustainability.
Details of the Group’s sustainability efforts for the year ended 31
December 2020 (“Financial Year”) is set out in the Sustainability
Statement on pages 90 to 137 of the Annual Report 2020.
The Chairperson of the AC informs the Board, of any salient matters

raised at the AC meetings, which requires the Board’s notice or
direction. The AC assists the Board in the discharge of its fiduciary
duties, overseeing the financial reporting process and ensuring that the
results of the Company’s operations are fairly presented in its financial
statements. The full AC Report is set out on pages 147 to 150 of the
Annual Report 2020.
(c) To supervise and assess management performance to determine

whether the business of the Company is being properly managed
The Board delegates responsibility for the day-to-day operation of the

business to the CEO to ensure that the Company operates within a
framework of prudent and effective controls. The management’s
performance under the leadership of the CEO is monitored by the Board
through a status report which is tabled to the Board and includes a
comprehensive summary of the Group’s operating drivers and financial
performance during each quarterly reporting meeting.
The Board is also kept informed of key strategic initiatives, significant

operational issues and the Group’s performance. Relevant members of
the management attended the Board meetings to support the CEO in
presenting the updates on the progress of key initiatives, business
targets and achievements to date, and to provide clarification on the
queries and issues raised by the Board. The Chief Legal Officer was also
in attendance of the Board meetings to respond to any enquiries by the
Board on legal and regulatory matters of the Group.
(d) To ensure that senior management has the necessary skills and
experience and there are measures in place for the orderly
succession planning of the Board and senior management
The Board through the NRC is responsible to ensure that there is

effective and orderly succession planning of the Board and senior
management in the Company and the Group. The NRC is responsible to
make recommendations on the nomination policy, succession planning
framework, training programmes, to report on the performance and
areas of improvement to the Board at the end of each fiscal year; and
any related matters for Directors and senior management.
(e) Adopt a sound framework for risk management and internal

controls
The Board is committed to oversee the internal controls and risk

management systems within the Group, including the review of its
adequacy, integrity and effectiveness to safeguard shareholders’
interests and the Group’s assets.
The RMC was established to oversee the risk management activities of

Company and the Group. It supports the Board in fulfilling its
responsibility for identifying significant risks and ensuring the
implementation of appropriate systems to manage the overall risk
exposure of the Group.
The RMC reviews and recommends for the Board’s approval the annual
Corporate Risk Profile which specifies the key enterprise risks in light of
the strategic objectives of the Group. The RMC then monitors the key
risks facing the business in order to stay current on governance
practices relating to the risk, and also oversees the compliance with
regulatory and statutory requirements.
The Board is satisfied that risk management policies and procedures

designed and implemented by the senior management of the Company
through the RMC is prudent in ensuring that an effective internal
control and risk management systems are in place to enable risk to be
assessed and managed. The Statement on Risk Management and
Internal Control is set out on pages 151 to 158 of the Annual Report
2020.
(f) Effective communication for stakeholder engagement
The Board is committed in providing effective and timely

communication with its stakeholders. The Group uses a number of
formal channels for effective dissemination of information to the
public, namely the annual report, announcements, quarterly financial
results and media statements, which are released to Bursa Malaysia and
published on AAGB’s website. The contact page on AAGB’s website
provides the email addresses for investor relations inquiries, share
registry, etc.
(g) Ensuring integrity of the Company’s financial and non-financial

reporting
In carrying out its governance oversight, the Board emphasised the

importance of embracing the integrity and ethical values across the
organisation. The same applies to the Company’s financial and non-
financial reporting to ensure reliability, timeliness, transparency and
compliance with the relevant standards. With reference to the adoption
and implementation of AAGB’s Anti-Bribery and Anti-Corruption Policy
(“ABAC Policy”), which was put in place since 1 June 2020, and the
management had conducted a gap analysis to ensure that this ABAC
Policy is applied in the all dealings that could give rise to bribery and/or
corruption.
Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :
Timeframe :
Intended Outcome
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices,
leadership and effectiveness of the board is appointed.
Explanation on : YBhg Datuk Kamarudin bin Meranun, a Non-Independent Executive

application of the Director is the chairman of the Board (“Chairman”) and his profile is set
practice out in the profile of Directors on page 35 of the Annual Report 2020.
The key responsibilities of the Chairman, amongst others, is to take the

lead in engaging with the Government, aviation regulators and airport
authorities in Malaysia, to lead the Board in setting the values and
standards of AAGB, steering effective, productive and comprehensive
discussions among Board members and management on strategic,
business and other key issues pertinent to the business and operations
of the Group, ensuring constructive relations are maintained between
the Board and management and instilling good CG practices in AAGB.
The Chairman with the assistance of the CEO and the Company
Secretaries sets the board agenda for each meeting based on the dates
of scheduled Board meetings in the annual meeting calendar, and the
same is circulated to the Board members accordingly.
During the Board meetings, the Chairman leads the discussion, allowing
sufficient time for deliberations on key issues and complex matters. He
also encourages active participation and allows views, including dissent
to be freely expressed.
The Chairman also plays a key role in the conduct of general meetings.
Besides ensuring the proper flow of resolutions tabled at the meeting,
he manages the communication on the floor and encourages active
participation from shareholders, allowing a sufficient amount of time
during the questions and answers session.
The roles and responsibilities of the Chairman have been clearly

specified in Paragraph 6.6 of the Board Charter.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on : In line with the MCCG, the positions of the Chairman and CEO of AAGB
application of the are held by different individuals to maintain effective check and
practice balance.
The Chairman, Datuk Kamarudin bin Meranun takes the lead in

engaging with the Government, aviation regulators and airport
authorities in Malaysia and markets where the Group currently and will
potentially operate. Based on his extensive experience in international
finance, he is also the key person in handling very large and critical
financing needs of the Company, and oversees the overall governance
of the Company, its subsidiaries and associate companies.
Tan Sri Anthony Francis Fernandes is a Non-Independent Executive

Director and the CEO of the Company. As the CEO, he is the driving force
behind the digital strategy of the Group and provides overall leadership
in building brand value, reducing costs and driving efficiencies in order
to improve the performance of the airline and other associated airlines
in the Group.
The division of the roles and responsibilities of the Chairman and CEO,
ensuring a balance of power and authority are as set out in the Board
Charter.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 1.4
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate adoption
of corporate governance best practices.
Explanation on : During the Financial Year, Ms. Jasmindar Kaur a/p Sarban Singh
application of the (MAICSA 7002687) (SSM Practicing Certificate No.: 202008000914)
practice (“Ms. Jasmindar Kaur”) and Ms. Rebecca Kong Say Tsui (MAICSA
7039304) (SSM Practicing Certificate No.: 202008001003) of Tricor
Corporate Services Sdn. Bhd. were the Company Secretaries of the
Company. They are qualified Company Secretaries and are Fellow
and/or Associate members of the Malaysian Institute of Chartered
Secretaries and Administrators (MAICSA). Ms. Jasmindar Kaur retired in
April 2020 and Mr. Harminder Singh a/l Jaila Singh (SSM Practicing
Certificate No.: 201908001591) (LS0009855) (“Mr. Harry Jaila”) was
appointed as the Group Company Secretary of AAGB in October 2020.
Mr. Harry Jaila is a licenced company secretary and has more than 31
years’ experience in the legal field and more than 5 years’ experience in
the company secretarial field.
All Directors have unrestricted access to the Company Secretaries, who

also serve in that capacity in the various Committees, save for the SRB.
The Company Secretaries advise on measures to be taken and
requirements to be observed by the Company and its Directors arising
from new statutes and guidelines issued by Bursa Malaysia, the
Securities Commission Malaysia (“SC”) and the Companies Commission
of Malaysia (“CCM”). The Company Secretaries also advise the Directors
on their obligations and duties to disclose their interests in the
Company’s securities, as well as any conflicts of interest in transactions
involving the Company.
Additionally, the Company Secretaries monitor and ensure the timely

lodgement of statutory documents with Bursa Malaysia, SC and CCM.
The Company Secretaries attend all Board, Committees and general

meetings (save for SRB meetings, which are handled by the SRB) and
ensure that accurate and proper records of the proceedings and
resolutions passed are maintained in the statutory records at the
registered office of the Company. The Company Secretaries also
facilitate timely communication of decisions made, and policies set by
the Board at Board meetings to the senior management for action. The
Company Secretaries work closely with the senior management to
ensure timely and appropriate information flows within and to the
Board and Committees, and between the Non-Executive Directors and
the senior management.
The Company Secretaries also serve notice to the Directors on the

closed periods for trading in the Company’s securities, in accordance
with Chapter 14 on Dealings in Listed Securities of the MMLR of Bursa
Malaysia.
The Company Secretaries undertake continuous professional

development to keep abreast on current developments
in laws and regulations related to corporations and businesses.
The appointment and removal of the Company Secretaries must be

approved by the Board.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 1.5
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on : The meeting dates of the Board and Committees are scheduled in
application of the advance so that the Directors are able to plan ahead and schedule these
practice dates into their respective calendars. When exigencies prevent a
Director from attending a Board or Committee meeting in person, such
Director can participate by audio or video conference.
The Directors’ attendance for Board and/or Committee meetings during

Financial Year is disclosed under the Corporate Governance Overview
Statement.
Prior to Board and Committees meetings, all Directors receive the

agenda and a set of Board/meeting papers duly signed and
recommended by the relevant senior management personnel
containing information for deliberation. This is to accord sufficient time
for the Directors to review the Board papers and seek clarification, if
required, from the senior management or the Company Secretaries.
The Company encourages a paperless environment. It grants digital

access to the Directors via a dedicated Google Drive for meeting
documents. Google Drive allows them to access various company
documents for easy reference and in a timely manner. Using Google
Drive also enables the Company to control the access, internally and
externally, to such meeting documents thus preserving the
confidentiality thereof.
Upon conclusion of the meeting, the Company Secretaries would

circulate the minutes of the meetings to the management present and
Directors for review to ensure that the minutes accurately reflect the
deliberations and decisions of the Board, including whether any
Director abstained from voting or deliberating on a particular matter.
The minutes of the meetings would be confirmed and signed by the
Chairman at the forthcoming meetings which normally takes place
within two (2) to three (3) months from the preceding meeting.
The Company makes use of video conferencing facilities to enable the

participation of members of senior management from other offices
without their having to travel when the need arises. The video
conference allows the Board to have access to information in a timely
manner from the relevant person in charge while saving time and cost.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
▪ the respective roles and responsibilities of the board, board committees, individual
directors and management; and
▪ issues and decisions reserved for the board.
Explanation on : The Board Charter informs prospective and existing Board members of
application of the their fiduciary duties and responsibilities as Directors of the Company.
practice It sets out, amongst other things, the membership and operation of the
Board and principles of good CG and practice in accordance with the
applicable laws.
Paragraph 9.0 of the Board Charter sets out the division of roles
between the Board and the Committees and between the Board and
Management, as well as the delegated authorities of certain functions
to the following Committees to assist the Board with the execution of
its responsibilities: -
(a) AC;
(b) NRC;
(c) RMC; and
(d) SRB.
Although the Board grants discretionary authority to its Committees to

deliberate and decide on certain operational matters, the ultimate
responsibility for final decision on all matters lies with the Board.
As stated in Paragraph 24 of the Board Charter, the Board will review

the Board Charter annually to ensure its relevance in assisting the Board
to discharge its duties while adhering to any changes that may have
arisen in corporate laws and regulations, and to remain consistent with
the Board’s objectives and responsibilities. The Board Charter is
available on the Company’s website at:
https://ir.airasia.com/misc/Board_Charter.pdf
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on : The Company has formalised ethical standards expected of its

application of the Directors, employees, agents and representatives through a Code of
practice Business Conduct. The Code of Business Conduct is available on the
Company’s website at: https://ir.airasia.com/business_conduct.html.
The Code of Business Conduct allows the Company to do its business

fairly, impartially, ethically, and with the utmost regard to safety. It
regards integrity as the basis of the Company’s relationships with its
guests, suppliers and communities. It ensures the Company’s Directors,
employees, agents and representatives carry out their respective
functions with honesty and impartiality, while complying with all
applicable laws and regulations. It sets out the prohibited activities or
misconduct involving gifts, gratuities, bribes, dishonest behaviour and
sexual harassment. The Code of Business Conduct also promotes
prudent management of conflict of interests to ensure objectivity in
carrying out the Company’s duties.
In addition to the Company’s own Code of Business Conduct, the

Directors are also required to observe the Code of Ethics established by
the CCM in furtherance of their duties.
The implementation of the Malaysian Anti-Corruption Commission

(Amendment) Act 2018 which came into force on 1 June 2020
introduced corporate liability for corruption offences involving
commercial organisations. In consideration of the implementation of
the law on corporate liability, the Company adopted its ABAC Policy on
1 June 2020, which embodies the Group’s commitment to conduct all
of its business in an honest and ethical manner by implementing and
enforcing systems that ensure bribery and corruption is prevented and
further, sets out permissible and non-permissible conduct in the
business practices of the Group. The Company had on 1 June 2020 also
adopted the ABAC Policy Statement which essentially communicates
that the Group has a “Zero Tolerance” business principle towards
bribery and corruption.
The ABAC Policy and ABAC Policy Statement are available on the
Company’s website via the following links:
(a) ABAC Policy - https://ir.airasia.com/misc/AAGB-ABAC-Policy.pdf

(b) ABAC Policy Statement - https://ir.airasia.com/misc/ABAC-Policy-
Statement.pdf
The Board is required to observe compliance of the ABAC Policy, Code

of Business Conduct, Board Charter, as well as the Code of Ethics and
high standard of corporate governance at all times. The Board members
are required to declare any personal, professional or business interest
that may conflict with a director’s responsibilities.
The senior management and Board will periodically review the ABAC
Policy, Code of Business Conduct and Board Charter, and thereafter
communicate any changes to all levels of officers within the Group.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : In order to improve the overall organisational effectiveness and to

application of the uphold the integrity of the Company in the eyes of the public, the
practice Company has a whistleblowing programme which acts as a formal
communication channel where all stakeholders can communicate their
concerns in cases where the Company’s business conduct is deemed to
be contrary to its common values.
All concerns are addressed to the Group Head of Internal Audit who will
then assess such concerns and recommend the appropriate action, and
subsequently compile all reports received and submit it to the chairman
of the AC (“AC Chairman”).
All details pertaining to the name and position of the whistle-blower will
be kept strictly confidential throughout the investigation proceedings.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 4.1
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Application : Departure
Explanation on :
application of the
practice
Explanation for : The Board is of the view that its current size and composition are
departure appropriate and effective, taking into account the nature and scope of
the Company’s operations. The Board is also of the view that the
current Board composition fairly represents the required mix of
relevant skills, knowledge and industry experience for the effective
discharge of the Board’s responsibilities. Presently, the Board of the
Company consists of six (6) members and the Independent Directors
represent 50% of the total number of Board members. A detailed
breakdown of the composition is as follows:-
• An Executive Chairman;
• An Executive Director and CEO;
• A Non-Independent Non-Executive Director;
• A Senior Independent Non-Executive Director; and
• Two (2) Independent Non-Executive Directors.
The Board acknowledges that while the composition of the Board has
fully complied with the provisions of the MMLR of Bursa Malaysia for
independent non-executive directors to make up at least one third (1/3)
of the Board membership, and for a director who is qualified under
Paragraph 15.09(1)(c) of Bursa Malaysia’s Listing Requirements to sit on
the AC, it has not conformed with Practice 4.1 of the MCCG following
the resignation of Cik Noor Neelofa binti Mohd Noor during the
Financial Year.
Nevertheless, during the Financial Year, the NRC considered several

candidates for the position of an independent director. However, the
NRC agreed and the Board affirmed that it was not the right time to
recruit another independent director on the Board due to various
limitations primarily caused by the impact of the virus pandemic on the
Company’s operations and this would be re-considered at a later stage
when the situation improves. The Board had shifted much of its focus
on other business priorities in view of the COVID-19 pandemic which
has had an immense impact on the Company and the aviation industry
in general.
The Board members have declared their directorships in companies
other than in the Group, and all satisfied the restriction of not being a
director in more than five (5) public listed companies. They have also
declared their respective shareholdings in the Group, and interests in
any contract with the Group, and abstained from any discussion or
decision making related to other companies in which they hold
directorships or shareholdings.
Measure : The Board, through its NRC, will continue to place emphasis on
recruiting suitable independent director(s) to achieve an optimum and
balanced composition of the Board. However, this will be done over
time, taking into account the present size, mix of skills, valuable
knowledge and experience of the existing Board members and senior
management, and the evolving challenges to the Company over time,
in accordance with its Board Diversity Policy. The ultimate decision on
the selection of candidates will be based on the merit in the context of
the skills, experience and contribution the chosen candidate will bring
to the Board.
Timeframe : Others In the next three (3) years, in view of

other pressing issues that had
impacted the aviation industry due
to COVID-19.
Intended Outcome
Practice 4.2
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should justify and
seek annual shareholders’ approval. If the board continues to retain the independent director
after the twelfth year, the board should seek annual shareholders’ approval through a two-tier
voting process.
Explanation on : AAGB has adopted in its Constitution and reflected in the Board Charter
application of the that the tenure of an independent director shall not exceed a
practice cumulative term of nine (9) years.
Upon the completion of nine (9) years, an independent director may

however continue to serve on the Board as a non-independent director.
In this regard the Board may also retain an independent director
beyond (9) years provided that the Board has justified and further
sought and obtained approval from the shareholders in a general
meeting annually. Where an independent director is to be appointed
beyond the twelfth (12th) year, the two-tier voting process for re-
appointment shall be applicable.
None of the Independent Directors of the Company have served on the

Board for more than nine (9) years.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 4.3 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years.
Application : Not Adopted
Explanation on :
adoption of the
practice
Intended Outcome
Practice 4.4
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Explanation on : The Company has adopted and implemented formal, considered and
application of the transparent procedures for the nomination and election of Directors via
practice the NRC, which are made on personal merit and measured against
objective criteria with due regard for the benefits of diversity in the
boardroom. The NRC assesses candidates against the skills, knowledge
and experience required by the Company. The Company recognises the
benefits of having a diverse Board. In line with its Board Diversity Policy,
selection of candidates to join the Board is in part dependent on the
pool of candidates with the necessary skills, knowledge and experience.
The NRC will review the nominees for directorship and membership of
Committees by going through their profiles and interviewing the
nominees, following which the NRC will submit its recommendations to
the Board.
Potential candidates are required to declare and confirm in writing their

current directorships, that they are not undischarged bankrupts, or
involved in any court proceedings in connection with the promotion,
formation or management of a corporation involved in fraud or
dishonesty punishable upon conviction with imprisonment, or subject
to any investigation by any regulatory authority under any legislation.
Furthermore, candidates being considered for the position of an
independent director are required to declare and confirm their
independence based on the criteria set out in the MMLR of Bursa
Malaysia.
AAGB’s diverse Board includes and makes good use of differences in

skills, regional and industry experience, background, race, ethnicity, age
and other attributes of the Directors. Additionally, AAGB maintains a
good mix of diversity in the senior management of the Company. The
ultimate decisions on Board appointments will be based on merit and
the contributions the candidate could bring to the Board.
The current diversity in the race and/or ethnicity (cultural background),

nationality and age of the existing Board members are as follows:
Race/Ethnicity Nationality
Malay Chinese Indian Others Malaysian Foreigner
3 1 1 1 5 1
Age Group
50-60 61-70
3 3
The Board strongly views that diversity of the Board’s composition is

important to facilitate optimal decision-making by harnessing different
insights and perspectives of Directors from a wide variety of
backgrounds, experiences and skills.
The appointment of key senior management was also made with due
regard to the need for diversity in skills, experience, age, cultural
background and gender. Their detailed particulars are provided in the
Annual Report 2020.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 4.5
The board discloses in its annual report the company’s policies on gender diversity, its targets
and measures to meet those targets. For Large Companies, the board must have at least 30%
women directors.
Explanation on :
application of the
practice
Explanation for : The Board had one (1) woman director who resigned during the
departure Financial Year due to personal commitments. The Board places
emphasis on recruiting women directors to achieve an optimum and
balanced composition of the Board.
The NRC and the Board were actively seeking to fill these vacant
positions, but the shift had been to broader concerns, as there were
other pressing issues that had hit the airline industry. The COVID-19
pandemic has had a significant impact on the aviation industry due to
travel restrictions and a slump in demand among travellers.
Nevertheless, the NRC and the Board had not stopped the process and
would continue to search for candidates to fill the vacant positions.
The Board had established a Board Diversity Policy which ensures a

broad dimension of diversity is present to guarantee diverse
viewpoints. This is reflected in paragraphs 5.6 and 5.7 of the Board
Diversity Policy, as follows:
“In identifying suitable candidates for appointment to the Board, the

NRC will consider candidates on merit against objective criteria and
with due regard for the benefits of diversity on the Board.
Some of the criteria to be taken into consideration in the selection

process can include but is not necessarily limited to the following:
a. Millennial appeal;
b. Gender diversity (female);
c. Entrepreneurial skills;
d. Global mindset;
e. Digital savvy;
f. Influencer; and
g. Leadership role in middle to large size organisation.”
The Board Diversity Policy is available on the Company’s website at:
https://ir.airasia.com/misc/180921_Board_Diversity_Policy.pdf.
Measure : The NRC and the Board are actively seeking new women directors to
join the Company. The Board had through its NRC commenced the
process by engaging an external organisation to help seek professional
women to be appointed to the Board. Selection of candidates will be
considered based on recommendations of existing Board members,
senior management or major shareholders. The ultimate decision on
the selection of candidates will be based on the merit in the context of
the skills and experience and contribution the chosen candidate will
bring to the Board.
Timeframe : Others In the next three (3) years, in view of

other pressing issues that had
impacted the aviation industry due
to COVID-19.
Intended Outcome
Practice 4.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
Explanation on : The Board has established a formal and transparent process whereby
application of the the NRC is responsible for identifying candidates who are suitably
practice qualified to become Board members, including independent directors,
and make recommendations to the Board on the appointment of such
individuals taking into consideration their competencies, commitment,
contribution and performance. The existing Directors were appointed
based on recommendations from non-executive directors, the CEO,
third-party search firms and other independent sources.
In identifying suitable candidates for appointment to the Board, the

NRC will consider candidates on merit against objective criteria and
with due regard for the benefits of diversity on the Board. Some of the
criteria to be taken into consideration in the selection process can
include but is not necessarily limited to the following:
(a) Millennial appeal;

(b) Gender diversity (female);
(c) Entrepreneurial skills;
(d) Global mindset;
(e) Digital savvy;
(f) Influencer; and
(g) Leadership role in a middle to large size organisation.
The ultimate decision as to who is nominated shall be the responsibility

of the full Board after considering the recommendations of the NRC.
The ultimate decision of a Board appointment will be made by the full
Board based on merit and contributions the candidate can bring to the
Board.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 4.7
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on : The membership of the NRC, as provided in the Board Charter and the
application of the NRC’s TOR, shall comprise three (3) non-executive directors, a majority
practice of whom shall be independent directors, and chaired by the Senior
Independent Director.
The NRC is chaired by Dato’ Fam Lee Ee, a Senior Independent Non-
Executive Director of the Company. The other members of the NRC are
Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar, a Non-Independent Non-
Executive Director of the Company and Mr. Stuart L Dean, an
Independent Non-Executive Director of the Company.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 5.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out and its outcome.
For Large Companies, the board engages independent experts periodically to facilitate
objective and candid board evaluations.
Explanation on : The NRC reviews the composition of the Board and Committees
application of the annually.
practice
For the Financial Year, the NRC conducted a digital performance
evaluation of the Board and Committees, and reviewed the summary
results thereof and recommended the proposed improvement(s) to the
Board for approval.
The surveys assessed the performance of the Board and Committees,

as well as the performance of individual Board and Committee
members, using the following:
• Digital Board & Committee Evaluation Form; and

• Digital Performance Evaluation Sheet by all Committees.
Each Director and Committee member completes the evaluation form

online and submits it on an anonymous and confidential basis to the
Company Secretaries who collate the responses and produce a report
for tabling to the NRC Chairman. The NRC Chairman then reviews the
report and submits the findings to the NRC and the Board for
assessment of the performance and effectiveness of the Board as well
as each Committee and its members.
These assessments take into account the Directors’ professionalism and

integrity in the decision-making process, their ability to form
independent judgments, as well as their objectivity and clarity in
deliberations. The Directors’ contribution, performance and personality
in relation to the skills, experience and other qualities they bring or
advice to the Board at meetings are also evaluated.
The NRC was satisfied that all the Directors have devoted sufficient time
to discharge their responsibilities during the Financial Year. Details of
the Directors’ meeting attendance at Board and Committee meetings
are evidenced by the attendance record as set out in the Company’s
Corporate Governance Overview Statement on pages 139 to 146 of the
Annual Report 2020.
The NRC was also generally satisfied that the Committees comprised
the right composition of members, provided useful recommendations
in assisting the Board in its decision-making and consequently, the
conducts of Board meetings were more efficient and effective. The
members of the Committees have sufficient and relevant expertise in
fulfilling their roles. The NRC also reviewed and assessed the
independence of the Independent Directors of the Company as per the
requirement under the MMLR of Bursa Malaysia.
To further improve the ability to discharge its functions, the Board is

planning to engage an independent expert to facilitate Board
evaluations and implement the action plan recommended by such an
expert.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 6.1
The board has in place policies and procedures to determine the remuneration of directors
and senior management, which takes into account the demands, complexities and
performance of the company as well as skills and experience required. The policies and
procedures are periodically reviewed and made available on the company’s website.
Explanation on : The Board has in place a Remuneration Policy Statement which is clear
application of the and transparent, designed to support and drive business strategy and
practice long-term objectives of the Company. The Remuneration Policy
Statement is reviewed by the NRC prior to making its recommendations
to the Board for approval.
The Company maintains transparent procedures in determining the

remuneration policy for its Directors, CEO and senior management. The
NRC is responsible for reviewing and recommending to the Board the
compensation payable to the Directors, CEO and senior management in
connection with their individual contributions to AAGB’s overall
performance or any loss or termination of their office or appointment,
and the compensation arrangements relating to their dismissal or
removal for misconduct.
Executive Directors play no part in decisions on their own

remuneration. The remuneration packages of Non-Executive Directors
are determined by the Board as a whole. All the individual Directors
concerned abstained from discussing their own remuneration. This is to
ensure that compensation is competitive and consistent with AAGB’s
business strategy and long-term objectives.
The aforesaid policy and procedures would be periodically reviewed

and updated to ensure the same remain competitive, appropriate, and
aligned with the prevalent market practices.
The Remuneration Policy Statement is available on the Company’s

website at:
https://ir.airasia.com/misc/AirAsia_Group_Remuneration_Policy_Stat
ement_2004021.pdf
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 6.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on : The NRC comprises three (3) non-executive directors with a majority of
application of the independent directors. The segregation of the NRC’s functions and
practice responsibilities in relation to nomination and remuneration matters is
clearly stated in its TOR, which is available on AAGB’s website at:
https://ir.airasia.com/misc/terms-of-reference-of-nomination-and-
remuneration-committees.pdf
The NRC meets as and when required. It held three (3) meetings during
the Financial Year which were attended by all the members. The NRC
also reviewed and recommended to the Board, AAGB’s Remuneration
Policy Statement for the Directors, Executive Chairman, CEO, and
Presidents of AAGB, CEOs of subsidiaries and staff to ensure rewards
commensurate with their contributions to the Group’s growth and
profitability annually.
The NRC further reviewed the performance of the Executive Chairman

and CEO and recommended to the Board that there be no adjustments
in remuneration and/or reward payments, due to various limitations
primarily caused by the impact of the virus pandemic on the Company’s
operations and this would be re-considered at a later stage when the
situation improves. The Executive Chairman and CEO had voluntarily
received a reduction in their salaries of up to 100% during the financial
year.
The NRC ensured the remuneration for Non-Executive Directors and

Independent Directors of the Company are linked to their
responsibilities as members of the Board and Committees and
contributions to the effective functioning of the Board.
Based on the annual review of the Directors’ Remuneration by the NRC,

the NRC proposed and the Board affirmed that the Non-Executive
Directors’ Remuneration for the period from 28 September 2020 until
the next Annual General Meeting (“AGM”) of the Company to be held
in the year 2021 shall be as shown below:-
Non-Executive Directors’ Non-Executive Per Non-

Fees (per annum) Chairman Executive
(RM) Director/Per
other Committee
Member (RM)
Board of Directors N/A 262,500
AC 75,000 60,000
NRC 55,000 35,000
SRB 55,000 35,000
RMC 55,000 35,000
Non-Executive Directors’ Board of Committees

Benefits (per attendance by Directors (RM)
each director or committee (RM)
member)
Meeting allowance 2,000 2,000
Other Non-Executive Directors’ Benefits
Insurance premiums on Up to a total amount of RM100,000
medical coverage, and other for all the Non-Executive Directors
claimable expenses incurred
in the course of carrying out
their duties.
Section 230(1) of the Companies Act 2016 provides, amongst others,

that “the fees” of the directors and “any benefits” payable to the
directors of a listed company shall be approved at a general meeting. In
this respect, shareholders’ approval on the above Directors’
remuneration structure had been sought and the resolution was
approved at the Third AGM of the Company held in September, 2020.
In view of the current difficult economic circumstances facing the airline

industry from the immense impact of the COVID-19 pandemic, the Non-
Executive Directors of the Company had voluntarily offered to receive a
50% reduction in their fees for the period from 1 May 2020 up to the
date of the AGM held in 2020 and agreed to continue with such
reduction, until such time that the Company’s financial performance
improves significantly, or up to the next AGM of the Company to be held
in 2021, whichever is earlier.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.
Practice 7.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : The Directors’ remuneration package is reviewed periodically to

application of the support long-term sustainability and shareholder value, consistent
practice with AAGB’s business strategy.
The remuneration package for the Financial Year comprised the

following elements:
1. Fee
The fees payable to each Non-Executive Director for his or her service
on the Board is based on a basic Board fee and the respective
additional responsibilities on the Committees during the Financial
Year. Any proposed revision of the fees and benefits would be
recommended by the NRC to the Board for final approval by
shareholders of the Company at the AGM.
2. Basic salary
The basic salary for each Executive Director is recommended by the
NRC and approved by the Board, taking into account the performance
of the individual, the inflation price index and information from
independent sources on the rates for similar positions in comparable
companies internationally. Salaries are reviewed annually.
3. Bonus scheme
The Group operates a bonus scheme for all employees, including the
Executive Directors, which is based on various performance measures
of the Group, together with an assessment of each individual’s
performance during the Financial Year. The bonus for the Executive
Directors is recommended by the NRC and approved by the Board.
4. Benefits-in-kind
Other customary benefits (such as meeting allowance of RM2,000 per
attendance at a meeting by each director or committee member,
insurance premiums on medical coverage and other claimable
expenses incurred in the course of carrying out their duties up to a
total of amount of RM100,000 for all the Non-Executive Directors,
travel coupons, etc.) are made available as appropriate.
5. Service contract
The Executive Chairman and CEO each have a three-year service
contract with the Company.
6. Directors’ share options

There are currently no share options for the Directors.
The detailed disclosure of remuneration breakdown for all Directors is

as set out in the Corporate Governance Overview Statement on pages
139 to 146 of the Annual Report 2020.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 7.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.
Explanation on :
application of the
practice
Explanation for : The Board is of the view that the disclosure of the senior management’s
departure remuneration would be unfavourable to the Group as talent poaching
is common in the industry and the Group would like to ensure employee
retention efforts are safeguarded.
The disclosure of the salary of the top five senior management

personnel is made on an aggregate basis in the Audited Financial
Statements for the Financial Year.
Measure : The Board will monitor the market practice in respect of such
disclosures on a yearly basis.
Timeframe : Others
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Explanation on :
adoption of the
practice
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.
Practice 8.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The AC comprises an Independent Non-Executive Director, a Senior

application of the Independent Non-Executive Director and a Non-Independent Non-
practice Executive Director.
The AC Chairman, Dato’ Mohamed Khadar bin Merican, is a member of

the Institute of Chartered Accountants in England and Wales and the
Malaysian Institute of Accountants. He is not the Chairman of the
Board. He is an Independent Non-Executive Director of the Company
and a member of the RMC and SRB. He reports to the Directors at Board
meetings on any salient matters raised at the AC meetings which
require the Board’s notation, approval or further action.
Item 6 of the TOR of the AC is consistent with the requirements in

Practice 8.1 of the MCCG that “The AC Chairman is not the Chairman of
the Board”.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 8.2
The Audit Committee has a policy that requires a former key audit partner to observe a cooling-
off period of at least two years before being appointed as a member of the Audit Committee.
Explanation on : None of the members of the Board were former key audit partners.
application of the Item 5 of TOR of the AC is consistent with the requirements in Practice
practice 8.2 of the MCCG that “Any former key audit partner must have observed
a cooling-off period of at least two (2) years before one (1) is eligible for
appointment as AC member”.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 8.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor.
Explanation on : The Board, through the AC, has maintained an appropriate, formal and
application of the transparent relationship with the external auditors and has adopted an
practice External Auditors Independence Policy. The AC meets the external
auditors without the presence of senior management whenever
necessary, and at least twice a year. Meetings with the external auditors
are held to discuss AAGB’s audit plans, audit findings, financial
statements as well as to seek their professional advice on other related
matters. From time to time, the external auditors would inform and
update the AC on matters that may require their attention.
An External Auditor Independence Policy was established and aimed at

establishing a process to monitor the suitability and independence of
external auditors. In the assessment of the performance of the external
auditors, including their independence policies and procedures, the AC
noted that the external auditors had in accordance with the
independence requirements set out in the By-Laws (on professional
ethics, conduct and practice) of the Malaysian Institute of Accountants,
evaluated the level of the threat to objectivity and potential safeguards
to prevent any threats prior to acceptance of any non-audit
engagement.
The AC was satisfied and remains confident with the suitability,

objectivity and independence of the external auditors, Messrs Ernst &
Young (“EY”) and has recommended for the re-appointment of EY for
the ensuing year.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Explanation on :
adoption of the
practice
Intended Outcome
Practice 8.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate and are able to understand
matters under the purview of the Audit Committee including the financial reporting process.
All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.
Explanation on : The Board through its NRC reviews the performance and composition
application of the of the AC annually in accordance with Paragraph 15.20 of the MMLR of
practice Bursa Malaysia. The composition of the AC meets the requirements of
paragraph 15.09(1)(c) of the MMLR of Bursa Malaysia.
The Chairman and members of the AC are financially literate and have
carried out their duties in accordance with the TOR of the AC. Members
of the AC are expected to update their knowledge and enhance their
skills continuously.
Based on the performance evaluation of the AC for the Financial Year,

the Board is satisfied that the AC members have discharged their
responsibilities effectively. During the Financial Year, the AC was
involved in the following: -
Internal Audit
● Mandated the Group Internal Audit Department (“GIAD”) to report
directly to the AC.
● Reviewed the adequacy of the Internal Audit Charter.
● Approved the Internal Audit Charter, which defines the purposes,
roles and responsibilities, activities, authority, and audit standards
of the Internal Audit Function within the Group to ensure that the
GIAD will operate to make positive contributions to the Group.
● Reviewed the scope, functions, budget, competency and resources
of the GIAD, and that it had the necessary independence and
authority to carry out its work professionally and with impartiality
and expediency.
● Reviewed and approved the Internal Audit plan for the Group.
● Reviewed Internal Audit Reports regularly and ensured that
appropriate and prompt remedial actions were taken by the
Management on lapses in controls or procedures identified by the
GIAD.
● Reviewed the Internal Audit Reports relating to the Group’s
affiliates.
● Monitored that all recommended actions by the GIAD were
implemented in a timely manner.
● Reviewed the performance of the GIAD, including the internal
assessment of the internal audit function.
● Undertook the performance appraisal of the Group Head, GIAD.
● Approved the appointment or termination of senior staff of the
GIAD.
● Noted the resignations of GIAD’s staff, together with the reasons
for their resignations.
● Reviewed reports on ad-hoc investigations performed by the GIAD
and monitored that appropriate actions were taken in relation to
those investigations.
● Reviewed the results of the external assessment performed on the
internal audit function.
External Audit
● Considered and recommended the appointment of the External

Auditors and their audit fees.
● Monitored the External Auditor’s performance and reviewed their
independence and objectivity.
● Discussed with the External Auditor, before the audit commenced,
the audit plan, which included the scope, methodology and timing
of the audit, as well as the areas of audit emphasis for the year
under review.
● Discussed the coordination with other external auditors in the
Group.
● Reviewed major findings raised by the External Auditors and
Management’s responses, and monitored that all
recommendations arising from the audit were properly
implemented, including the status of the previous audit
recommendations.
● Discussed matters arising from the interim and final audits with a
view to further improve controls in the Group.
● Met with the External Auditors without the presence of the
Management.
● Provided a line of communication between the Board and the
External Auditors.
● Ensured that there is coordination between both Internal and
External Auditors.
● Reviewed the extent of assistance and co-operation extended by
the Group’s employees to the External Auditors and ensured that
all information required by the External Auditors were made
available to them.
● Reviewed and monitored the provision of non-audit services by the
External Auditors to ensure that these services do not compromise
the independence of the External Auditors.
● Obtained from the Group’s External Auditors a formal written
statement delineating all relationships between the External
Auditors and the Group, as required by International Standard on
Auditing 260, modified as appropriate based on the Malaysian
guidelines for auditor’s independence, and obtained confirmation
from them that they are, and have been, independent throughout
the conduct of the audit engagement.
● Updated continuously by the External Auditors on changes in the
Malaysian Financial Reporting Standards as well as the
International Reporting Standards to ensure that the Group is ready
for implementation and to understand the implication, if any, on
the Group’s Financial Statements.
Financial Reporting
● Reviewed and recommended the quarterly and annual
management accounts of the Group and AAGB for approval of the
Board.
● Reviewed and recommended for approval of the Board the
submission of the annual Audited Financial Statements to Bursa
Malaysia for AAGB and the Group.
● Reviewed and recommended for approval of the Board the
submission of the Quarterly Financial Statements to Bursa Malaysia
for AAGB and the Group.
For purposes of the above, the AC considered changes in the accounting

policies and practices and the implementation of such changes,
compliance with accounting standards and other legal and regulatory
requirements, significant and unusual events, significant adjustments
arising from the audit process, material litigation, the going concern
assumption and; where applicable, review and ensure corporate
disclosure policies and procedures of the Group (as they pertain to
accounting, audit and financial matters) complied with the disclosure
requirements of Bursa Malaysia.
Related Party Transactions

● Reviewed related party transactions and conflicts of interest
situations to ensure that such transactions were undertaken on an
arm’s length basis and were in the best interest of the Group and
AAGB, and where appropriate, recommended to the Board for
approval.
● Reviewed the process used to procure shareholders’ mandate for
recurrent related party transactions.
Investigations
● Considered major findings of internal investigations and
Management’s response thereto.
● Reviewed AAGB’s procedures for detecting fraud and
whistleblowing.
Internal Control
● By way of discussions with key senior management and through the
review of the process undertaken by the GIAD and the External
Auditors, evaluated the overall adequacy and effectiveness of:
⮚ the system of internal controls, including controls within
information technology;
⮚ the Group’s finance, accounting and audit organisations and
personnel; and
⮚ the Group’s policies and compliance procedures with respect to
business practices.
● Reviewed the establishment of policies and procedures relating to

anti-bribery and anti-corruption to prevent the offences under the
Malaysian Anti-Corruption Commission (MACC) Act 2009 and such
other applicable anti-bribery and anti-corruption laws in
jurisdictions where the Group operates.
● Regular reviews were conducted to access the performance,
efficiency and effectiveness of the ABAC Policies.
● Reviewed the employee code of business practice, vendor code of
business practice, the whistleblowing policy and the outcome of
any cases investigated.
Annual report
● The AC has reviewed the Statement of Risk Management and
Internal Control and the Statement of Corporate Governance prior
to their inclusion in the Annual Report.
Annual Review of the Terms of Reference of the AC

● Reviewed and assessed the adequacy of the terms of reference of
the AC annually, and; where necessary, obtained the assistance of
the Management, Group’s External Auditors and external legal
counsel, and recommended changes to the Board for approval.
● During the Financial Year, the AC updated its TOR to be aligned with
the Group’s ABAC Policy in that the AC would review the
compliance of policies and procedures relating to anti-bribery and
anti-corruption to prevent the offences under the Malaysian Anti-
Corruption Commission (“MACC”) Act 2009 in particular offences
under Section 17A of the MACC Act 2009 and such other applicable
anti-bribery and anti-corruption laws in jurisdictions where the
Group operates, and ensures regular reviews are conducted to
assess the performance, efficiency and effectiveness of the ABAC
Policy.
The AC members have attended training programmes to keep abreast

of relevant industry issues, market development and trends, including
accounting and auditing standards to enable them to sustain their
active participation in the functions of the AC.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 9.1
The board should establish an effective risk management and internal control framework.
Explanation on : The Board has delegated the governance of Group risk to the RMC. The
application of the RMC was established in the year 2018 and comprises four (4) Non-
practice Executive Directors with a majority of Independent Directors.
The RMC enables the Board to undertake and evaluate key areas of risk
exposures. The primary responsibilities of the RMC are as follows:
● To oversee and recommend the Enterprise Risk Management

(“ERM”) strategies, frameworks and policies of the Group;
● To implement and maintain sound ERM frameworks, which
identify, assess, manage and monitor the Group’s strategic,
financial, operational and compliance risks; and
● To develop and inculcate a risk awareness culture within the
Group.
In fulfilling its responsibilities in risk management, the RMC is assisted

by the Risk Management Department (“RMD”).
Risk Management Framework

The Risk Management framework is coordinated by the RMD. The RMD
develops risk policies, sets minimum standards, provides guidance on
risk related matters, coordinates risk management activities with other
departments, as well as monitors the Group’s business risks. The RMD’s
principal roles and responsibilities are as follows:
● Review and update risk management methodologies, specifically

those related to identification, measuring, controlling, monitoring
and reporting of risks;
● Provide risk management training and workshops;
● Review risk profiles and mitigation plans of departments;
● Identify and inform the RMC and Management of critical risks faced
by the Group; and
● Monitor action plans for managing critical risks.
Internal Control Framework
The Company has also established a robust internal control framework,
which covers key elements such as Board governance, senior
management responsibilities, segregation of duties, internal policies
and procedures, financial budgets, people management, limits of
authority, insurance, information security, code of conduct and
whistleblowing policy.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 9.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.
Explanation on : Risk Management Framework

application of the
The ERM framework standardises the process of identifying, evaluating
practice
and managing significant risks faced by the Group for the Financial Year.
The ERM framework covers the following key features:

● Roles and responsibilities of the RMC, RMD, Management and
other departments;
● Guidance on risk management processes and associated
methodologies and tools; and
● Guidance on risk register and controls assessment.
The Group has established a structured process for risk management

and reporting within the ERM Framework as follows:
● The first line of defence is provided by senior management and

business units, which are accountable for identifying and evaluating
risks under their respective areas of responsibilities;
● The second line of defence is provided by the RMD and RMC which
are responsible for facilitating and monitoring risk management
processes and reporting; and
● The third line of defence is provided by the GIAD which provides
assurance on the effectiveness of the ERM framework.
A management level risk committee (“MRC”) is established to increase

participation by the management in risk management processes. The
MRC is tasked to review key risks of the Group prior to submission to
the RMC every quarter.
Internal Control Framework

The following key internal control structures (including the AC and the
GIAD disclosed above) are in place to assist the Board to maintain a
proper internal control system:
Board Governance
The Board has governance over the Group’s operations. The Board is
kept updated on the Group’s activities and operations on a timely and
regular basis through Board meetings with a formal agenda on matters
for discussion. The Board of AAGB has established five (5) committees,
namely the AC, RMC, NRC and SRB, to assist it in executing its
governance responsibilities. Further information on the various Board
Committees is provided in the Corporate Governance Overview
Statement on pages 139 to 146 of the Annual Report 2020.
Senior Management Responsibilities

Regular management and operations meetings are conducted by the
senior management, which comprises the CEO, President (Airlines),
President (AirAsia Digital) of AAGB, CEOs of various airline operating
companies within the Group, and Heads of Department.
The Boards of our associated companies include our representatives.

Information on the financial performance of our associated companies
is provided regularly to the management and Board of the Company via
regular management reports and presentations at Board meetings.
In respect of the joint ventures entered into by the Group, the

management of the joint ventures, which consist of representatives
from the Group and other joint venture partners, are responsible to
oversee the administration, operation and performance of the joint
ventures. Financial and operational reports of the joint ventures are
provided regularly to the management of the Company.
Segregation of Duties
Segregation of duties is embedded in the key business processes. The
Group has in place a system to ensure there are adequate risk
management, financial and operational policies and procedures.
Internal Policies and Procedures

Policies, procedures and processes governing AAGB’s businesses and
operations are documented and readily made available to employees
across the Group on AAGB’s intranet portal. These policies, procedures
and processes are reviewed and updated by the business and functional
units through a structured and standardised process of review. This is
to ensure that appropriate management controls are in place to
manage risks arising from changes in legal and regulatory requirements
as well as the business and operational environment.
Financial Budgets
A detailed budgeting process has been established requiring all Heads
of Department to prepare budgets and business plans annually for
deliberation and approval by the Board. In addition, AAGB has a
reporting system on actual performance against the approved budgets,
which requires explanations for significant variances and plans by
management to address such variances.
People Management
The Group acknowledges that a robust risk management and internal
control system is dependent on its employees applying responsibility,
integrity and good judgment to their duties. As such, the Group has in
place policies and procedures that govern its recruitment,
appointment, performance management, compensation and reward
mechanisms as well as policies and procedures that govern discipline,
termination and dismissal of employees and ensure compliance of the
same with all applicable laws and regulations.
Limits of Authority
The Group documented its Limits of Authority (“LOA”) clearly defining
the level of authority and responsibility in making operational and
commercial business decisions. Approving authorities cover various
levels of management and the Board. The LOA is reviewed regularly,
and any amendments made would be tabled to and approved by the
Board. The Company’s latest LOA was approved by the Board on 28
August 2019.
Insurance
The Group maintains adequate insurance and physical safeguards on
assets to ensure these are sufficiently covered against any incident that
could result in material losses. Specifically, the Group maintains the
Group Aviation Insurance which provides coverage for the following:
● Aviation Hull and Spares All Risks and Liability;

● Aviation Hull and Spares War and Allied Perils (Primary and Excess);
● Aircraft Hull and Spares Deductible; and
● Aviation War, Hijacking and other Perils Excess Liability (Excess
AVN52).
Information Security
Information Security protects information (data), the systems it is
housed in and the users of these systems from a wide range of threats,
as well as safeguards the confidentiality, integrity and availability of
information. Information security in the Group is achieved through a set
of controls, which includes policies, standards, procedures, guidelines,
organisation structures and software control functions.
The Group acknowledges the importance of leveraging Information
Technology (“IT”) to promote effectiveness and efficiency of business
operations. Heavy reliance on IT exposes us to emerging cyber security
threats, hence Group Information Security Management is in place to
manage cyber security risk. The Information Security Management
programme includes:
● Evaluations of the adequacy of controls for new infrastructures and
information systems;
● Evaluations of emerging security technologies;
● Adequacy of information asset protection within the Group; and
● Assurance of the adequacy of security controls by coordinating
security reviews such as penetration testing and vulnerability
assessment.
Code of Business Conduct

Please refer to Practice 3.1 for information in relation to AAGB’s Code
of Business Conduct.
Whistleblowing Policy
Please refer to Practice 3.2 for information in relation to AAGB’s
Whistleblowing Policy.
Adequacy and Effectiveness
Based on assurance received from the management and updates from

the Committees, the Board is of the view that AAGB’s risk management
and internal control systems were operating adequately and effectively
in all material aspects during the Financial Year up to the date of
approval of this report.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Application : Adopted
Explanation on : The RMC comprises four (4) non-executive directors with a majority of
adoption of the independent directors. The RMC enables the Board to undertake and
practice evaluate key areas of risk exposures.
The primary responsibilities of the RMC are:

● To oversee and recommend the ERM strategies, frameworks and
policies of the Group;
● To implement and maintain sound ERM frameworks, which
identify, assess, manage and monitor the Group’s strategic,
financial, operational and compliance risks; and
● To develop and inculcate a risk awareness within the Group.
In fulfilling its responsibilities in risk management, the RMC is assisted

by the RMD.
The TOR of the RMC is available on AAGB’s website at:

https://ir.airasia.com/misc/TOR-risk-management-committee.pdf
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on : The AC is responsible for ensuring the integrity and effective operation
application of the of the internal audit function. In this respect, the Group has a well-
practice established in-house GIAD to assist the AC in carrying out its functions.
During the Financial Year, the AC reviewed, challenged and approved
the GIAD’s audit plan. In doing so, the AC ensured, among others,
consistency in the audit methodology deployed, as well as robustness
in the audit planning process.
The GIAD plans and provides supervision on internal audit services

across all subsidiaries and associated companies in the Group, including
the various AOCs. The internal audit teams in the respective AOCs have
a reporting line to the Group Head, GIAD. The GIAD reviews and
compiles their reports in the form of a Group Internal Audit Report to
be submitted and presented to the AC for its review and deliberation.
The principal responsibility of the GIAD is to undertake regular and

systematic reviews of the systems of internal controls so as to provide
reasonable assurance that the systems continue to operate efficiently
and effectively. The GIAD adopts a risk-based audit methodology to
develop its audit plans by determining the priorities of the internal audit
activities, consistent with the strategies of the Group. Based on risk
assessments performed, greater focus and appropriate review intervals
are set for higher risk activities and material internal controls, including
compliance with AAGB’s policies, procedures and regulatory
responsibilities.
The audits of the GIAD cover, among others, the review of the adequacy
of risk management, the strength and effectiveness of the internal
controls, compliance to both internal and statutory requirements,
governance and management efficiency. The audit reports, which
provide the results of audits conducted, are submitted to the AC for
review. Key control issues and recommendations are highlighted to
enable the AC to execute its oversight function. Areas for improvement
and audit recommendations are also forwarded to the management for
their attention and further action. The management is responsible for
the implementation of corrective actions within the required time
frame.
The AC reviews and approves the human resource requirements of the
GIAD and IADs in other AOCs to ensure the audit function is adequately
resourced with competent and proficient internal auditors. The total
operational costs of the GIAD and IADs in other AOCs for the Financial
Year was RM3,420,245, as shown below:
Location Internal Audit Cost (RM)
Group and Malaysia 2,621,588

Other AOCs 798,657
Total 3,420,245
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.2
The board should disclose–
▪ whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
▪ the number of resources in the internal audit department;
▪ name and qualification of the person responsible for internal audit; and
▪ whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on : On 25 January 2021, GIAD confirmed its organisational independence

application of the to the AC, with the Group Head, GIAD and all the internal auditors
practice signing the Annual Code of Ethics and Conflict of Interest Declaration
indicating that they were and had been independent, objective and in
compliance with the Code of Ethics and Conflict of Interest as per the
International Professional Practice Framework (“IPPF”) in carrying out
their duties for the Financial Year.
The GIAD has 24 personnel comprising the Group Head of IA, 18 internal
auditors, four (4) personnel specialising in fraud and investigation and
one (1) coordinator. The GIAD continued to equip AAGB’s internal
auditors with adequate knowledge and proficiency. The internal
auditors attended in-house training in the areas of auditing skills,
technical skills and personal development; hence, there were no
training costs involved. During the Financial Year, the average training
days attended by each staff was two days.
The Group Head, GIAD, Ms. Tan Eng Eng, is a Member of the Malaysian
Institute of Accountants (“MIA”), IIA and Association of Chartered
Certified Accountants (“ACCA”). All of the department personnel have
minimum tertiary education from various backgrounds. Most of the
personnel have relevant professional qualifications such as that of
Certified Internal Auditor, Certified Fraud Examiner, Certified
Information Systems Auditor and Certified Public Accountant (CPA).
The GIAD is guided by its Internal Audit Charter that provides

independence and reflects the roles, responsibilities, accountability and
scope of work of the department in line with the IPPF on Internal
Auditing issued by the Institute of Internal Auditors. For any significant
gaps identified in the governance processes, risk management
processes and controls during the engagements, GIAD provides
recommendations to management to improve their design and
effectiveness of controls where applicable.
The GIAD adopts a risk-based audit methodology with reference to the
five elements of the Committee of Sponsoring Organisations of the
Treadway Commission (COSO), i.e. control environment, risk
assessment, control activity, information and communication as well as
monitoring.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 11.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on : The Company invests in considerable resources to develop and

application of the maintain strong relationships with different stakeholder groups. The
practice public, Allstars, investors, the Government and all of AAGB’s business
partners, play an important role in AAGB’s continuing success as a low-
cost airline. To ensure consistency in the conveyance of information,
the Company has established a few departments to interface with the
Company’s various stakeholders.
The Global Affairs & Government Relations Department designs and

advocates for policies that advance the Company’s objectives in the
areas of aviation, digital, trade and tourism to governments,
international organisations, business associations and academia.
On AAGB’s website, the Company has an Investor Relations page which

provides all relevant information on the Company and is updated
regularly. It enhances Investor Relations by including notices, minutes
and slide presentations of the AGM as well as copies of annual reports
for the benefit of shareholders who are unable to attend the AGM. To
facilitate stakeholders’ understanding of the Company with respect to
its business and its policies on governance, the Company has placed
various documents pertaining to the organisation, Board and senior
management, corporate governance, policies, charters, terms of
references as well as other corporate information on its website for
easy reference.
Group Communications through the Newsroom page on the Company

website, makes available official corporate announcements, including
media releases, statements, travel advisories to the media and the
public as a whole.
The ‘Contact’ page on AAGB’s website provides shareholders with the

email address for contacting AAGB and also the contact details for
investor relations (aagb_ir@airasia.com) through which they can direct
enquiries on investor related matters.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 11.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Explanation on :
application of the
practice
Explanation for : The Company intends to gradually move towards a more integrated
departure approach of reporting from its existing reporting structure.
Measure : AAGB will take the necessary measures to move towards a more
integrated approach of reporting from its existing reporting.
Timeframe : Others In the next three years.
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 12.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : The notice of the Company’s Third AGM held on 28 September 2020
application of the was circulated to the shareholders on 29 July 2020 in accordance with
practice the requirements in Practice 12.1 of the MCCG. This allows the
shareholders to make the necessary arrangements to attend and
participate in person or through corporate representatives, proxies or
attorneys. It also enables the shareholders to consider the resolutions
and make an informed decision in exercising their voting rights at the
general meeting.
Explanation for :
departure
x
Measure :
Timeframe :
Intended Outcome
Practice 12.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on : At the AGM, there will be a brief presentation on the Group’s

application of the performance for the year and future prospects. The Executive
practice Chairman, all Committee chairmen and the CEO will be present to hear
shareholders’ views and answer their questions. Shareholders are
encouraged to participate in the proceedings and engage in dialogue
with the Board and senior management. Extracts of the minutes of the
AGM are available on AAGB’s website.
In view of the COVID-19 pandemic, the Third AGM of AAGB was held
fully virtually via live streaming with online remote voting conducted at
the Broadcast Venue located at RedQ, Jalan Pekeliling 5, Lapangan
Terbang Antarabangsa Kuala Lumpur (klia2), 64000 KLIA, Selangor Darul
Ehsan, Malaysia, on 28 September 2020. All members of the Board were
present at the Broadcast Venue to respond to questions posted by the
shareholders or proxies via remote participation and voting facilities
(“RPV”). Amongst the Board members present were four (4) Directors
comprising the Chairmen of the AC, RMC, SRB and NRC. This goes to
support the Board’s accountability for its stewardship of the Company.
In addition to the Directors, the CEO, senior management and external
auditors were also in attendance at the Broadcast Venue to respond to
questions posted by the shareholders or proxies via the RPV.
The proceedings of the Third AGM included a power-point presentation

on an overview of the Group’s activities throughout 2019, the
presentation of the audited financial statements together with the
Reports of the Directors and Auditors for the financial year ended 31
December 2019, and a Question and Answer session during which the
Board and senior management answered questions posted by the
Minority Shareholders Watch Group (MSWG) and the shareholders or
proxies via the RPV and live participation at the virtual AGM, before
putting any resolution to vote.
Explanation for :
departure
Measure :
Timeframe :
Intended Outcome
Practice 12.3
Listed companies with a large number of shareholders or which have meetings in remote
locations should leverage technology to facilitate–
▪ including voting in absentia; and
▪ remote shareholders’ participation at General Meetings.
Explanation on : As part of the measures taken by the Company to curb the spread of
application of the COVID-19 and taking into consideration the paramount safety and well-
practice being of the shareholders of the Company, the Third AGM of the
Company was held on 28 September 2020 as a fully virtual meeting via
live streaming and online RPV Facilities provided by Tricor Investor &
Issuing House Services Sdn. Bhd. (“TIIHS”) via its TIIH Online website.
This was also in line with the revised Guidance Note on the Conduct of
General Meetings for Listed Issuers issued by the Securities Commission
Malaysia on 15 July 2020 (including any amendments that were made
from time to time).
All members of the Board were present at the Broadcast Venue, and
the shareholders and proxies were invited and encouraged to
participate remotely at the Third AGM via the RPV provided by TIIHS.
Although the voting process at the First and Second AGMs held in 2018
and 2019 respectively was conducted through an electronic poll voting
system, but as the Third AGM was held fully virtual, the voting process
for the Third AGM was conducted by online remote voting via the RPV
facilities, and the results of the votes were scrutinised by an
independent scrutineer.
Upon verification of the poll voting results by the independent

scrutineer, the results were projected on the broadcast screen for the
benefit of the shareholders and proxies present. The minutes of the
Third AGM is also available on AAGB’s website.
The Company had, at its Third AGM, sought the shareholders’ approval
and the special resolution was approved for AAGB to adopt the
proposed amendments to its existing Constitution, which were made
mainly to have express constitutional provisions to allow remote
participation at general meetings and the appointment of proxy(ies)
and/or representative(s) to attend, speak and vote at any general
meeting/meeting of members of the Company and/or any adjournment
thereof to be lodged via electronic means, to enhance administrative
efficiency.
AAGB will continue to leverage on technology to enhance the quality of
its shareholder engagement and facilitate further participation by
shareholders at AAGB’s AGMs.
Explanation for :
departure
Measure :
Timeframe :
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT
TO CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
Not Applicable.

5099 AIRASIA AnnualReport 2020-12-31 AAGBCorporateGovernanceReport2020 682034220

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

5099 AIRASIA AnnualReport 2020-12-31 AAGBCorporateGovernanceReport2020 682034220

Uploaded by

Copyright:

Available Formats

Sur e.

CORPORATE GOVERNANCE REPORT

STOCK CODE : 5099

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT

Explanation on : The board of directors (“the Board” or “Directors”) of AirAsia Group

The Board in discharging its duties and responsibilities is governed by

The Board also reviews, challenges and decides on management’s

The Chairperson of the AC informs the Board, of any salient matters

(c) To supervise and assess management performance to determine

The Board delegates responsibility for the day-to-day operation of the

The Board is also kept informed of key strategic initiatives, significant

The Board through the NRC is responsible to ensure that there is

(e) Adopt a sound framework for risk management and internal

The Board is committed to oversee the internal controls and risk

The RMC was established to oversee the risk management activities of

The Board is satisfied that risk management policies and procedures

(f) Effective communication for stakeholder engagement

The Board is committed in providing effective and timely

(g) Ensuring integrity of the Company’s financial and non-financial

In carrying out its governance oversight, the Board emphasised the

Explanation on : YBhg Datuk Kamarudin bin Meranun, a Non-Independent Executive

The key responsibilities of the Chairman, amongst others, is to take the

The roles and responsibilities of the Chairman have been clearly

The Chairman, Datuk Kamarudin bin Meranun takes the lead in

Tan Sri Anthony Francis Fernandes is a Non-Independent Executive

All Directors have unrestricted access to the Company Secretaries, who

Additionally, the Company Secretaries monitor and ensure the timely

The Company Secretaries attend all Board, Committees and general

The Company Secretaries also serve notice to the Directors on the

The Company Secretaries undertake continuous professional

The appointment and removal of the Company Secretaries must be

The Directors’ attendance for Board and/or Committee meetings during

Prior to Board and Committees meetings, all Directors receive the

The Company encourages a paperless environment. It grants digital

Upon conclusion of the meeting, the Company Secretaries would

The Company makes use of video conferencing facilities to enable the

Although the Board grants discretionary authority to its Committees to

As stated in Paragraph 24 of the Board Charter, the Board will review

The Code of Conduct and Ethics is published on the company’s website.

Explanation on : The Company has formalised ethical standards expected of its

The Code of Business Conduct allows the Company to do its business

In addition to the Company’s own Code of Business Conduct, the

The implementation of the Malaysian Anti-Corruption Commission

(a) ABAC Policy - https://ir.airasia.com/misc/AAGB-ABAC-Policy.pdf

The Board is required to observe compliance of the ABAC Policy, Code

Explanation on : In order to improve the overall organisational effectiveness and to

Nevertheless, during the Financial Year, the NRC considered several

Timeframe : Others In the next three (3) years, in view of

Upon the completion of nine (9) years, an independent director may

None of the Independent Directors of the Company have served on the

Practice 4.3 - Step Up

Application : Not Adopted

Potential candidates are required to declare and confirm in writing their

AAGB’s diverse Board includes and makes good use of differences in

The current diversity in the race and/or ethnicity (cultural background),

The Board strongly views that diversity of the Board’s composition is

The Board had established a Board Diversity Policy which ensures a

“In identifying suitable candidates for appointment to the Board, the

Some of the criteria to be taken into consideration in the selection

Timeframe : Others In the next three (3) years, in view of

In identifying suitable candidates for appointment to the Board, the

(a) Millennial appeal;